The Backup Plan
by Mnemosyne's Elegy
Summary: All Natsu wants to do is start a fight with Gray, but ends up having a heart-to-heart with him instead. And when the time comes to take on a supposedly unstoppable demon, things start falling apart. Too bad Natsu didn't know about the backup plan until it was too late.
1. Part 1

Natsu was looking for a fight. Maybe it was a bad thing, considering how stressed out everyone was about this new, apparently unstoppable demon that had been rampaging through the countryside over the past few weeks, but it could also be a good thing to get everyone's mind off of it. The guild had been much too quiet today, as the members waited to hear the master's final judgment on what the plan to take down the demon would be. Nothing anyone tried had been successful so far and lots of wizards had been wounded or killed, but Makarov and some other guild leaders had been shut up in the office for several days trying to come up with a final plan of attack. In the meantime, everyone else was moping around and waiting.

Natsu was sick of it. It was unnatural and unsettling, and he wanted things to go back to normal. And that meant that there had to be a fight. The only problem was that he hadn't seen Gray for several hours. Luckily, Natsu had the nose of a dragon slayer, and he was keen to hunt down the ice mage. He knew Gray was hanging around somewhere, even if he wasn't in the main guild building. The hunt was on.

He followed his nose up the stairs and pushed his way out onto the roof of the guild. Pausing for a moment to let his eyes adjust to the nighttime gloom, he grimaced slightly at the chill of the air. Of course Gray was outside in the cold. Natsu looked around and a predatory smile stole over his face as he noticed his rival lying on his back at the edge of the roof, a dark smudge against the blackness of the night.

Natsu quickly walked over to him and opened his mouth to say something insulting enough to provoke a brawl, but then he paused. Something wasn't quite right about the way Gray was sprawled out, motionless.

The clouds covering the moon suddenly drifted out of the way, and moonlight brightened the night. It did little to assuage Natsu's concern. The pale moonlight highlighted his friend, and Natsu could see that Gray was staring up at the sky vacantly, an almost dead look in his eyes.

Natsu hesitated. Gray seemed to be lost in his own thoughts. Maybe he hadn't heard Natsu come up—there was still the possibility of retreat. But…

Although every muscle of his body screamed at him to walk away and leave Gray to his reverie, Natsu moved next to his friend's prone form and silently lowered himself to the rooftop. He settled back, pillowing his head on one arm as he lay down and looked upward.

Gray seemed to be in a melancholy mood, and Natsu was no good with touchy-feely stuff. He especially wasn't good at touchy-feely stuff in regards to Gray. The two boys were best friends, sure, but their relationship was mostly one of tough love, where they communicated through insults and fighting. Natsu had the feeling that both of those things were out of the question at the moment. So, instead of challenging Gray to a fight or beating a hasty retreat, he stared up at the sky silently. He wasn't sure what to say, but he thought that Gray might appreciate the company. Perhaps, at least, he wouldn't feel so alone.

It was several long minutes before Natsu heard a slight shifting from beside him and Gray's voice drifted toward him out of the darkness.

"It's chilly out here, flame brain. You're going to catch a cold."

The ice mage still wasn't looking at Natsu, and that troubled the dragon slayer for some reason.

"Oh yeah? I'm tougher than you, ice princess," Natsu shot back, still unsure of how to proceed.

Gray let out a soft huff of laughter. "I'm an ice mage, squinty eyes. I'm not gonna catch a cold." The words seemed teasing, but Gray's voice was tired.

"Bring it on, droopy eyes," Natsu replied with the barest hint of enthusiasm.

They lapsed into silence once more, before Gray sighed and spoke again. "Are you going to tell me what you're doing out here, Natsu?"

Natsu frowned slightly at the use of his name instead of an insulting nickname. "Maybe I'm just enjoying the chilly night air," he said lightly, trying to keep the teasing atmosphere.

Gray was having none of it.

"I doubt you have any desire at all to be sitting out in the cold." Natsu opened his mouth to speak, but Gray interrupted him preemptively. "And don't try to tell me it's because you wanted to look at the stars or some such nonsense. And you clearly aren't challenging me to a fight. So tell me, Natsu, why are you here?"

Natsu winced slightly. Sometimes it was like Gray could read his mind and ward off his excuses before he even voiced them. He supposed it must be a side effect of all the time they spent together. He took a moment to consider his response.

"I could ask you the same thing," he said finally.

"Tch."

Natsu's lips curled upwards as he heard Gray's exhale of annoyance.

"I was here first," the ice mage countered.

"Exactly," Natsu replied. "I don't think it's that difficult to figure out what _I'm_ doing out here, but your reasons are more mysterious."

He moved his head to the side so that he was looking at his friend, and noticed that one corner of Gray's mouth twitched upwards in a sardonic half-smile.

"I suppose so."

"So, what _are_ you doing out here?" Natsu asked. Unable to resist the jibe, he added, "You might as well hurry up and tell me before I catch a cold."

Gray laughed softly, but still didn't look at Natsu. "I suppose I just didn't want to sit in the guild right now, with all those glum faces."

"Lame. Next," Natsu intoned, his gaze sharpening as he studied his friend's pale face in the moonlight. Gray's lips twitched upwards again at the rebuke, before they were set in a grim line once more.

"Honestly, Natsu. I'm just thinking," he said tiredly.

Natsu shifted positions slightly and looked back up at the sky.

"Yeah, that's what I'm worried about," he said quietly. There was a slight sound beside him, and Natsu could feel Gray's questioning gaze focus on him. "Usually when you're 'just thinking' about something it's right after you've tried to sacrifice yourself or after you just ran into the demon who destroyed your family or after you've been moping around for unknown reasons and trying to throw us off by putting up fake smiles."

"Hm." Gray's noncommittal response sounded slightly surprised and slightly resigned. "I suppose so."

"Forgive me for being concerned," Natsu responded dryly.

"Aw, don't tell me the great Salamander is actually _concerned_ about me." Now it was Gray who interjected a teasing note into his voice, but Natsu knew better, and he wasn't in the mood to let his friend distract him.

"Damn right I am," the dragon slayer growled. "I leave you alone to 'just think' and next thing I know you'll be off trying to use that damned iced shell spell again or running off on solo jobs for a month to avoid us."

Gray started in surprise and inhaled sharply. Natsu could feel his rival's shocked and bewildered gaze lock on him.

"How did–?" Gray started, before shaking his head and sighing. "Perceptive."

Natsu heard the other stir and sit up, so he followed suit, finally looking over at Gray again. The ice mage was sitting at the very edge of the roof with his legs pulled up to his chest and his arms wrapped around his knees. His chin rested on his knees as he looked out at the nighttime scenery somberly. It was an unusual position for him to be in. In fact, Natsu had never seen him sit like that before. It was almost a dejected, defeated position. The dragon slayer sat cross-legged beside his friend and stared at him.

"Well?" he asked.

Gray sighed and shook his head again. He tilted his head to fix his gaze on Natsu, and for the first time, they locked eyes.

"Hmm… I'm trying to figure out how to phrase it so that I don't offend or worry anyone," he mused thoughtfully.

Natsu felt a shiver of foreboding at those words. Offend or worry…? That didn't sound good. But he stayed quiet and held his friend's conflicted gaze, waiting for Gray to continue. After a moment the ice mage looked away again and finally started speaking.

"I don't know, it's like…everyone on our team has a place, you know?"

Natsu nodded slowly, not sure where Gray was going with this. Of course he knew that.

"Well… Hm." There was a long pause. "Okay, let me put it like this. You're like the heart of our team. You're powerful and strong and never give up. You make sure we all fight to the end, and you're always there to beat the toughest enemies and pull off the most impossible stunts when it seems like there's no way we can win. Not even just our team, I guess. It's that way with the whole guild. Everyone looks up to you and depends on you. You're our star player, so to speak."

Natsu drew in a sharp breath. Under normal circumstances, Gray would never ever praise him like this. He was surprised to hear how highly his friend thought of him, but he was even more worried than pleased. If Gray was telling him this, there must be something seriously wrong.

"Gray…"

The ice mage continued, interrupting Natsu before he could finish his thought. He still didn't look over at the pink-haired boy, his eyes locked stoically on the darkened landscape before them.

"And Erza, of course. Our resident S-class mage. We can always count on her in a fight. She's tough and powerful, and we can rely on her to beat almost any opponent with far more ease than we could. She's our leader and tactician, and holds the team together."

Natsu nodded slowly, uneasiness clawing at his insides.

"Lucy seemed like a weak tagalong at first, but she's grown a lot. She might be a little less useful in a full-out fight, but she seems to have a spirit for every occasion and she's smart. More importantly though, she's great at inspiring people and she's become an integral part of the team."

"Yes…" Natsu agreed slowly, drawing out the word to show his confusion.

Gray didn't respond, but Natsu saw a frown steal over his face. They sat in silence for several long moments, until the dragon slayer began to think that Gray had forgotten his presence.

"And you?" he prompted finally.

Gray let out a breath and tilted his head upwards. Natsu suddenly got the feeling that Gray hadn't forgotten about him after all.

"Well, that's the million jewel question, isn't it?" he said softly. Natsu exhaled sharply, eyes widening at the admission. "Comedic relief, perhaps?" Gray ventured, his lips twitching upwards sardonically. "I'm here to pick silly fights with you and knock out some of the weak bad guys so you all can do your thing." A dark, almost pained expression flitted over his face. "I'm the backup plan. If we run into something we can't beat, I'm there to ice it over."

Natsu let out his breath with a hiss. "What the _hell_ are you talking about?" he demanded angrily.

He reached out and grabbed onto the necklace around Gray's neck, yanking on it to force the ice mage to face him. Gray let out a startled sound and his eyes widened slightly as he saw Natsu's furious expression.

"Natsu–" he tried, but the dragon slayer didn't want to hear his protestations.

"What the _hell_?" Natsu repeated. "Comedic relief? Seriously? You already said it, Gray. Everyone has a place on our team. _Everyone_. I don't know what you've been missing in our fights, because I sure haven't seen you just picking off the small fry and sitting back to watch us do the rest of the work. I've seen you destroy whole dark guilds almost singlehandedly! I've seen you beat disgustingly powerful wizards, because you're damn powerful and refuse to back down from a fight. Yeah, a lot of people have the tendency to underestimate you, but you've pulled off some awfully impressive stunts. You sometimes seem outclassed, but you always manage to draw out more power and pull off the win.

"Goodness knows you've saved all of our lives many times over. And you've often sacrificed yourself for us. _Damn it_ , Gray, you would've died for us if I didn't stop you from using iced shell. Don't think I don't realize what you mean when you say you're here to 'ice over' whoever we can't beat. Don't give me that. A damn _backup plan_? You think we keep you around so you can kill yourself whenever we find something we can't beat? If that was the case, why the hell did I stop you from using iced shell on Deliora? I told you Gray, I don't want you to die! Didn't you hear me? _Didn't my voice reach you?_ "

Natsu was breathing heavily, staring at Gray with a smoldering gaze. Gray tried to draw back, but the chain of his necklace cut into his neck and stopped him. Natsu still held the chain wrapped in his fist, but he didn't let go just yet.

" _Look at me_ , damn it! Look me in the eye and tell me again that you're just a backup plan! I dare you!" Natsu hissed furiously.

Gray still looked taken aback by his outburst, and he stared at Natsu with wide, startled eyes. "Natsu…I…" His gaze finally slid away from the dragon slayer's, and fixed on a point off to the side, towards the ground. His eyes closed briefly and he exhaled softly. "I understand," he said quietly.

Natsu hesitated for a moment before letting go of the necklace. Gray leaned back and rested his chin on his knees once more, staring blankly into the darkness again. They sat in silence for several long minutes, as Natsu took deep breaths and tried to calm himself.

He was angry—furious, even—that Gray was thinking like that, but he was also worried. Gray was strong and confident and would never ever admit to weakness. That he could even think like that was…unthinkable, really. It sounded as if it was something he had been reflecting on for a while, but something had likely happened to bring the problem to a head tonight. Under normal circumstances, Gray would never have told Natsu something like that, no matter how much the latter pestered him to. That he had shared at all was an ominous sign.

"You're important too, Gray," Natsu said finally, once he had calmed down a bit. "Surely you understand how much the team relies on you?"

There was a pause, before Gray opened his mouth and drew in a breath to respond.

"I swear, if you say 'I suppose so' one more time…" Natsu interrupted warningly.

Gray chuckled a little, although Natsu still detected a darker undercurrent. "I suppose I'll settle for 'yes' then," he said quietly.

Natsu sighed and tilted his head back so he could look at the stars. "Look, don't you see us as your _nakama_? You've done so much for us, sacrificed so much for us, that surely you must see us as at least friends, right?"

"Huh?" Gray turned to look at Natsu again, his expression bewildered and a little hurt. "Of course I do," he said defensively. "I wouldn't go to so much trouble to help people I don't even care about."

Natsu held up a hand to calm his friend down. "Sorry, sorry, I didn't mean it that way." He paused. "Actually, maybe I did. I know that you care about us. Your actions have shown that many times over. But…don't you realize that we care about you too?"

Gray drew in a breath, eyes widening again. Natsu watched in alarm as he gritted his teeth and looked away again, moisture shimmering in his eyes.

"I…" He stopped. "I _know_ that, but…"

"Gray?" Natsu asked worriedly. "I mean, I know we fight and things, but–"

"It's not that," Gray interrupted, shaking his head. "You all haven't done anything wrong. It's… I know that you all care, but I don't always feel it. Like…sometimes I feel really connected to you guys, but sometimes I feel…I don't want to say 'left out' because that makes it seem like you all are excluding me, but…I guess I sometimes feel like I don't belong."

He stared out gloomily, and Natsu frowned at him.

"Why?"

"I don't know." Gray shook his head. "The guild…it means everything to me. Our team even more so. You guys are my closest friends. You're the closest thing I have to family, ever since Deliora…" He trailed off and turned his head even more to the side so that Natsu couldn't see the tear slip down his cheek, but the dragon slayer knew it was there. "You are _everything_ , and I'd do anything to protect you all. But even so… Sometimes it feels like I don't really connect. Even when I care so much about you all and I know you all care about me, I somehow still feel like the odd one out. I just… I don't know."

There was a long silence, and Natsu pretended as if he wasn't aware that Gray was crying silently. The last time—and perhaps only time—he had seen Gray cry was on Galuna Island, when he once again came face to face with the demon that had taken his family and his mentor away from him. That he was crying again now… It was troublesome.

"I don't know if it makes a difference," Natsu said softly, "but we all care about you too. Yeah, even me. Fairy Tail is as close as a family sometimes. We care for our own. And above that, you're part of our team. We all care about you as much as you care about us."

There was a pause.

"I sup–"

"If you say 'I suppose so'…" Natsu warned again, the corner of his mouth twitching upwards.

He managed to pull a halfhearted smile out of Gray in return.

"Yeah. I guess… Well, it's not just you. I guess I haven't really felt like I belonged anywhere for a long time," Gray responded quietly.

Natsu hesitated, unsure of how much he should pry. "When did that start?"

"Hm?" Gray shrugged. "It's been around forever, I guess. Or no…" He frowned suddenly, his brow crinkling in concentration as he seriously considered the question. Natsu waited, watching him curiously. "Perhaps…Deliora? A lot changed with the demon." Gray paused and reflected on what he had just said. "Yeah. Things were never the same after that."

Natsu winced, but couldn't say that he was surprised by the answer. "It's been a long time, then," he offered.

Gray nodded. "Yeah," he said absently. "It has."

"You know…" Natsu hesitated, weighing his next words carefully. "You're very good at hiding your emotions, aren't you? We never would have even known about what happened to your family and mentor if we hadn't run into Deliora and Lyon on Galuna. We don't see you upset very often, but it's because you hide it from us, not because you're never unhappy. Sometimes we catch glimpses if you let your guard down."

He paused and bit his lip, noticing that Gray was staring at him intently. "I mean, you can hide it if you really want to, but with that and all this talk about not belonging and feeling useless, you realize that we have to worry, right?" He frowned. "You were never the same after Galuna, although you hid it well. When you kept trying to cast iced shell…it was like you had given up. Have you, Gray? Given up?"

Natsu stared at his friend as Gray's eyes narrowed thoughtfully. The ice mage sighed and looked away, dropping his head onto his knees again.

"I'm tired, Natsu."

Natsu stared at him in disbelief. He was _tired_? What did that even mean? The dragon slayer was about to tell Gray in no uncertain terms that this was not the proper time for a nap, but he hesitated. Gray's voice had been unbearably weary and old, and that suddenly frightened Natsu.

"Gray?" A hint of worry crept into Natsu's voice, although he tried to disguise it. Gray evidently picked up on it, as he looked back over at him.

"It's not…it's not always. I'm not always like this, really," he reassured the dragon slayer. "It's not only a façade, you know. I do have fun with the gang and enjoy hanging out with you all. It's just that sometimes… Sometimes I get so unbelievably tired of it all."

Natsu stared at him, wide-eyed. Then he frowned. "Don't you dare give up on me."

"I'm not," Gray said hurriedly. He laughed, but it sounded forced. "I'll be back to normal in no time. You're worrying like an old woman, flame brain."

Natsu was relieved to hear the insult and the more upbeat tone, but he couldn't quite let it go just yet. "Just… We're here for you, when you need us. You've been there when we needed you, and we will always be willing to return the favor."

He stared at Gray solemnly, silently willing the ice mage to realize how serious he was. To realize how much Fairy Tail really cared about him. To realize just how much he actually belonged.

After a moment, Gray offered Natsu a small smile. "Aye, sir," he said, in imitation of Happy. The dragon slayer grinned back. "Now let me guess," Gray continued. "You originally came up here to start a fight, didn't you?"

"Huh? How did you–?" Natsu shook his head. He shouldn't really be surprised. It wasn't like it was that hard to guess. He was relieved to see a spark of mischief enter Gray's eyes.

"Well, what do you say we start a fight then, flame brain?"

Natsu smirked right back. "You're on, stripper!"

With a laugh, he turned and began running back down to the first floor of the guild, Gray hot on his heels. It occurred to him that he had never actually gotten around to asking Gray what specifically had upset him so much on this occasion, but quickly brushed it off. It was unlikely that Gray would have told him anyway, and it seemed like they had solved the immediate problem.

A blast of ice shot by the side of his face, and he dodged just in time.

"Get your head in the game, squinty eyes!" Gray called.

So, with a laugh and a slew of insults, Natsu pushed the night's occurrences out of his mind and focused on the fight.


	2. Part 2

Natsu stared in horror as the demon roared its triumph to the skies. The rest of the guild lay scattered around, most members unconscious or otherwise incapacitated.

"No…" Lucy whispered hoarsely from beside Natsu. "We lost…"

Their plan to kill the demon had failed. Everyone was out of magic power, and although the demon had sustained minimal damage, it wasn't enough to stop the beast from its rampage. Soon it would finish off the rest of the guild and destroy what little remained of the city. And after that… Well, he supposed that it would continue on slaughtering innocents and tearing down cities.

A feeling of hopelessness welled up inside Natsu, and he hurriedly tried to quell it. He never gave up. _Never_. And Fairy Tail shouldn't ever give up either.

"Damn it," Erza muttered from where she lay sprawled across the ground a few feet away.

Natsu ignored her and instead began to slowly push himself off the ground, his body trembling with the strain.

"Natsu?" Lucy asked uncertainly.

He ignored her too, and used the surrounding rubble to help him stand on his feet. He swayed slightly, but his eyes narrowed in determination. He would just have to try squeezing out some magic power from somewhere—he couldn't just lie down and watch everyone die.

"Natsu, it's over," Lucy said quietly, her voice laden with defeat. "There's no way you have enough magic left."

"It's not over," Natsu insisted, leaning heavily against the remnants of a crumbling wall to remain upright. "I'll never give up."

"Natsu's right. It isn't over."

Everyone turned to look over at where Makarov was sitting with his back pressed against a pile of rubble. His eyes were grim as he stared fixedly at a point to the left of the approaching demon.

"Master? What do you mean?" Erza asked. As she saw Natsu rise, she too began struggling to stand.

Natsu bit back his initial questions and instead followed Makarov's gaze, his eyes widening as he saw what the master was looking at.

"Gray!" he called in surprise.

Sure enough, the ice mage was striding purposefully toward the demon, a look of resignation and determination hardening his face. One pale hand lifted into the air and fluttered in acknowledgment, but Gray didn't speak or take his eyes off the demon.

"He's not even hurt!" Lucy said, with a mixture of surprise and relief.

Gray had disappeared at the very beginning of the battle, and they had all been worried about his safety. No one had seen him again until now. Looking closer, Natsu could see that Lucy was right. Gray was not only unharmed, but appeared to still have quite a bit of his magic left. The dragon slayer suddenly felt uneasy. Gray should be in the same shape as the rest of them: injured and out of magic.

"Why does he still have so much magic?" Natsu asked abruptly, narrowing his eyes as Gray's ice lances hit the demon's side so that the beast turned away from the rest of the guild and focused on the ice mage.

"You're right," Erza said with a frown, finally pulling herself to her feet. "After he disappeared I feared the worst, but he doesn't look as if he's been battling at all."

Makarov sighed heavily. "He hasn't."

Everyone turned to stare at him again.

"What? He just left us to fight alone?" Natsu asked angrily, eyes flashing.

An abrupt movement caught his attention, and he swung his head back around to study Gray.

"No," he breathed, eyes widening as the ice mage took on a familiar stance. "Gray!" he yelled. "Don't you dare even _think_ about using iced shell!"

He started forward, his wounds temporarily forgotten in his desperation to stop his friend. Gray glanced over and raised a hand, and Natsu yelped as a towering wall of ice shot up from the ground right in front of him.

"Gray!" Natsu growled in frustration and punched the wall. It didn't budge.

"Natsu, stop," Makarov said tiredly.

"What? You can't expect me to just let him give up and kill himself!" Natsu snarled, striking the icy barrier again.

He jerked back in surprise as another fist hit the wall beside him. Apparently Gray's suicidal intentions had galvanized Erza into action, and even Lucy was staggering to her feet, a look of fear on her face.

Makarov closed his eyes and let out a breath. "This was the backup plan. He agreed to it."

"He agreed to it? You mean, you _asked_ him to do this?" Erza asked, stunned. A look of indignation swept across her features.

Natsu froze. Backup plan?

"Oh my God," he whispered. "This is what he was talking about?"

He distantly heard Lucy asking what he meant, but his whole focus was now on the small figure standing alone against the towering demon. Gray had resumed the all-too-familiar stance, and his power was swirling about him as he gathered up all the magic he needed for his last attack. The demon had paused and was watching him impassively, clearly unaware that this spell would be much more powerful than those it had faced before. Natsu could see it all because the wall of ice was unnaturally clear and undistorted, and it wasn't _fair_ , because if he could so clearly see what was going on then he should be able to stop it.

"I told you that you weren't just a damn backup plan!" Natsu shouted as loudly as he could, the last remnants of his magic swirling up in response to his panic. He attacked the wall again, determined to break through, but even with the flames aiding his punches, the ice didn't so much as crack.

"I told you that you had a place on our team, that you were important too! _I told you!_ " he screamed, slamming into the wall again. Through the ice, he could see Gray's shoulders hunch slightly as his friend heard his words, but his spellcasting didn't waver.

 _"I'm the backup plan. If we run into something we can't beat, I'm there to ice it over."_

"I told you that you were more than a backup plan! You told me that you understood! You looked me in the eye and told me that you understood!"

Natsu was vaguely aware that the others had joined him in attacking the wall, tears streaming down their faces as they heard what he had to say, but his fear and desperation made it impossible to pay them any mind.

"Why didn't you just _tell_ me?"

 _"I leave you alone to 'just think' and next thing I know you'll be off trying to use that damned iced shell spell again or running off on solo jobs for a month to avoid us."_

 _"How did–? Perceptive."_

Oh God, Gray had basically told him exactly what he was going to do, and Natsu hadn't even realized it. His fiery fist slammed into the wall again, but nothing happened. Why wouldn't it break? Had Gray always been this strong?

"Damn it, don't you dare die! I didn't give you permission to die!"

 _"I'm tired, Natsu."_

"I told you not to give up on me! You said you wouldn't give up!"

The wall shuddered with the impact of the blows raining down on it, but didn't so much as crack. Beside him, Natsu could hear Lucy sobbing.

"I told you that we cared! I told you that you belonged! _I told you that you were more than just a backup plan!_ "

He hissed in frustration as his attacks bounced harmlessly off the wall. Erza cursed loudly as she was once again repelled as well.

"I knew I should have made you tell me what happened. I knew something was wrong if you were talking like that. _Damn it!_ "

"Natsu, please." Makarov's voice cracked, and Natsu knew that the master was crying. "I wish it hadn't come to this, but we don't have a choice anymore. Either Gray sacrifices himself or the demon will kill us all and continue on killing innocents once we're dead. Believe me, this wasn't what I wanted, but he's the only one who can stop the demon now."

Natsu paused, gritting his teeth and clenching his fists as he stared fixedly at the ground with narrowed eyes. He let his breath out in a low hiss as Makarov's words told him what he already knew, even if he didn't want to admit to the truth in them.

"You think I don't know that?" he asked softly, his voice wavering slightly before hardening again. "What he said that night… If he had just told me what you asked of him then maybe we could have come up with a different plan, but it's too late for that now. I know that. But…"

He looked up and turned to face Makarov. Everyone else paused as he stared them down with cold eyes.

"We turned him into a backup plan, just like he said. Maybe we didn't want this for him, but we did it anyway. But I don't want him to die thinking that we don't see him as anything more than some stupid backup plan, because he's worth so much more than that to us. If he has to die, I want him to die knowing that we didn't give up on him, that we fought for him to the very end."

A strangled sob escaped Lucy's lips and Erza covered her face with her hand. Makarov bowed his head, tears dripping down his wrinkled cheeks.

"So don't tell me to stop," Natsu continued, pushing back his despair to regain some of his usual passion. "He's not going to die knowing that we just gave up and watched him sacrifice himself. If you want to sit back and watch, then fine. But I'm going to keep fighting, because if he's going to die, he's going to die knowing exactly what he means to us."

"Natsu, you keep talking about a conversation you had with Gray," Erza choked out. "What did he say?"

Natsu thought back to that night on the roof, only a few days before. Perhaps Gray had been seeking comfort and reassurance after being informed of his role as the backup plan, but that wasn't really his style. Under normal circumstances, the ice mage wouldn't have told Natsu anything, or at least would have made up a story to save face. But he hadn't. Why?

Natsu couldn't help but think that it had almost been a gift. Gray was good at hiding his emotions, and although Natsu could sometimes tell he wasn't happy, he'd had no idea that his friend had been thinking such things. Without that conversation, Natsu would never have known how Gray really felt. Gray would have died, and Natsu would have been none the wiser.

"He said a lot of things," Natsu said quietly. "But I think what he was really trying to say was 'goodbye'."

With that, he spun back around and slammed his fiery fist into the wall, crying out in frustration. He felt something wet on his face and realized that he had finally started to cry.

Beside him, Erza and Lucy attacked the wall with renewed determination, tears streaming down their faces.

"Gray, you're one of the strongest mages I've ever known!" Lucy called, her voice choked with tears. She beat helplessly against the wall, not having the strength to summon another spirit. "You made me feel welcome in the guild when I first joined. You made me smile and laugh, and I can never thank you enough for what you did for me."

Natsu glanced over at her in surprise, before nodding sharply. After all, he wasn't the only one who had something to say to Gray.

"Remember when you found me crying by the river, back when we were children?" Erza asked, slamming into the wall futilely, her battle against the ice just as futile as her battle against her tears. "When you told me that I shouldn't have to cry alone and you sat by me until I was out of tears? You'll never know how much comfort you brought me that day and for years afterward, but if I could give even a fraction of that back to you...I'll tell you what you told me then: _you aren't alone!_ "

Natsu was distracted as Makarov suddenly struggled to his feet to join the offense, using the last of his magic to make his own contribution to the attack on the invincible barrier.

"You're one of the best and brightest young mages I've seen in a long time. I wish that I didn't have to ask such a thing of you, but know that you will always be one of my children. You will always belong to Fairy Tail!"

"Gray!" Natsu looked up in surprise as Happy appeared overhead and hurtled into the wall in a blue blur. He had thought the Exceed was down for the count, but apparently he had woken up. "Gray, you're better than fish!"

That made Natsu half smile through his tears, although the simplicity and strength of the compliment also made him choke up again.

"I told you, you've always belonged with us!" he called. "And even with all the fighting and the name-calling, you've always been my best friend. Do you hear me? Please–" His voice broke, and he had to struggle past the lump in his throat. "Please tell me that my voice reached you!"

With a cry, he threw all his remaining strength into one last punch. There was a loud snap as jagged cracks suddenly appeared in the ice, splitting through the wall where Natsu's fist had landed and then spreading outwards. The dragon slayer stared. He had done it? He had finally broken the wall? With a low rumbling sound, the entire wall collapsed, leaving only a pile of broken shards of ice in its place.

Natsu felt a surge of hope as he tore his gaze away from the crumbling wall to look at Gray again. Just as quickly, he felt his heart sink as he heard the words he had been dreading this whole time.

"Iced shell!" Gray yelled.

Natsu started running forward, even though he knew it was too late. He realized bitterly that he hadn't broken through the wall at all—Gray had stopped maintaining it because he knew he was finished casting his spell.

"Gray!" he cried.

The demon bellowed in confusion and outrage as ice began spreading over its body, but Natsu only had eyes for his best friend.

Gray finally turned to face them. He was wearing a sad half-smile, and a single tear rolled down his cheek. There was a sharp snapping sound and a series of thin cracks suddenly spiderwebbed the right side of his face, leaving his right eye to shine a clear, icy blue instead of its normal dark color. Natsu grimaced as he realized that it had begun—Gray was turning into ice right before their eyes.

"Gray," he whispered, staggering slightly.

The ice mage focused on Natsu and his eyes softened a little. He suddenly thrust his right hand into the air and bent down all of his fingers except his thumb and index finger, making the Fairy Tail sign as his last gesture.

Natsu's breath hitched as he thought about the meaning of that sign: _"Even if I can't see you...no matter how far away you may be...I will always be watching you."_

And that was all it took to undo Natsu Dragneel completely. His silent tears turned into loud sobs. Even as he scrubbed at his eyes with his left hand, he raised his right in the same gesture. Behind him, every member of Fairy Tail that was still conscious staggered to their feet and copied the sign.

Gray smiled then, and although it was still tinged with sadness, it was also laced with pride and acceptance.

And then, just as the ice fully encased the demon, there was a shattering and Gray was gone.

"No!" Natsu cried, falling to his knees. He stared in horror at the place his friend had just been standing, tears still flowing down his face. "No," he repeated again in a whisper.

As the last echoes of Gray's power reverberated through the air, a soft breeze suddenly sprang up and wound its way around the assembled guild members. It was gone again almost as suddenly as it had appeared, but before it vanished, it carried the faintest echo of a voice that whispered in their ears.

 _I'm so sorry, but thank you for everything. I have always heard your voice._

 _Goodbye._

* * *

 **UPDATE: I really like how wonderfully tragic this piece is when it stands alone so I didn't originally intend to write anything else for it, but here we are. I'm calling the other stories "companion pieces" because I don't really see them as "prequels" or "sequels", even though, chronologically speaking, they kind of are. This story can stand alone perfectly fine, even if the others can't.  
**

 **"Saying Goodbye": A series of 5 related one-shots (one each for Lucy, Erza, Juvia, Cana, and Makarov) plus a "prologue" and an "epilogue". Each of the body one-shots will focus on how Gray secretly says goodbye to the titular character, in the same way that he said a goodbye of sorts to Natsu in the first part of "The Backup Plan". Chronologically speaking, it takes place in between the first and second parts of "The Backup Plan", but it should be read second of the three stories.**

 **"To Those Left Behind": A series of 7 related one-shots (one each for Lyon, Lucy, Erza, Juvia, Cana, Makarov, and Natsu) plus a "prologue" and an "epilogue". Each of the body one-shots will have two parts: one focusing on how Natsu comforts the titular character and the other focusing on how Natsu is coping with his own grief. This story will be more Natsu-centric, but the structure will parallel "Saying Goodbye" in many ways. Chronologically speaking, it takes place after the events of "The Backup Plan", and it should be read third of the three stories.**


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